Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under the
Securities Exchange Act of 1934
(Amendment
No. 1)*
Sinobiomed
Inc.
(Name of
Issuer)
Common Stock, par value
$0.0001
(Title of
Class of Securities)
82934C 10
2
(CUSIP
Number)
Michael
T. Shannon, Esq.
Jensen
Lunny MacInnes Law Corporation
Suite
2550 – 555 W. Hastings Street
Vancouver,
British Columbia
Canada V6B
4N5
(604)
684-2550
(Name,
Address and Telephone Number of Person Authorized
to
Receive Notices and Communications)
May 13,
2009
(Date of
Event Which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13D to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. o
*The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of
5 Pages
|
CUSIP
NO.: 82934C 10 2
|
13D
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Page 2
of 5 Pages
|
|
(1)
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Ban-Jun
Yang
|
|
(2)
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
o
(b)
o
|
|
(3)
|
SEC
USE ONLY
|
|
(4)
|
SOURCE
OF FUNDS (See Instructions)
OO
(See Item 3)
|
|
(5)
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e)
o
|
|
(6)
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Malaysian
|
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
(7)
|
SOLE
VOTING POWER
Nil
|
|
(8)
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SHARED
VOTING POWER
Nil
|
|
|
(9)
|
SOLE
DISPOSITIVE POWER
Nil
|
|
|
(10)
|
SHARED
DISPOSITIVE POWER
Nil
|
|
(11)
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Nil
|
|
(12)
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES (See Instructions)
o
|
|
(13)
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
|
(14)
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TYPE
OF REPORTING PERSON (See Instructions)
IN
|
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CUSIP
NO.: 82934C 10 2
|
13D
|
Page
3 of 5 Pages
|
|
Item
1.
|
SECURITY
AND ISSUER
|
The class of equity securities to which
this statement relates is common stock, $0.0001 par value per share (the "Common
Stock") of Sinobiomed Inc., a corporation organized under the laws of the State
of Delaware (the "Issuer"). The Issuer's registered office is Room 3304, BLDG
#6, Lane 218, Wu-Zhou Road Zhong-Huang Plaza, Shanghai, China, 200080. The
address of the principal executive offices of the Issuer is Lane 4705, No. 58,
North Yang Gao Rd., Pudong New Area Shanghai,
China 201206.
|
Item
2.
|
IDENTITY
AND BACKGROUND
|
(a) –
(c)
Mr.
Ban-Jun Yang (age 53) was the President, CEO of the Issuer from March 1, 2007 to
February 11, 2009 and a Director of the Issuer from February 27, 2007 to
February 11, 2009. Mr. Yang has served as a Director, President and
CEO of Shanghai Wanxing Bio-ph
armaceuticals Co., Ltd. (“Shanghai Wanxing”) since
March 31, 1996. He served as Chairman of the Board and General Manager for
Shanghai Wanxing from 1996 to 2006. From 1991 to 1998, Mr. Yang has
also served as Chairman of Shanghai Wanxing Automobile Co. and Beijing
Automobile Service Co., Ltd. Prior to this, Mr. Yang was Chairman of
the Board for Hong Kong Manhing Enterprises Limited and was General Manager of
Shenzhen Nanbei Commerce Center and Chairman of the Board of Beijing Hotel in
Shenzhen. Mr. Yang has more than 20 years of experience in
entrepreneurial and investment management in Hong Kong, Beijing and
Shanghai.
(d) – (f)
During the last five years, Mr. Ban-Jun
Yang has not been convicted in a criminal proceeding. In addition, during the
last five years, Mr. Yang has not been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction; and therefore, is not
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
Mr.
Ban-Jun Yang is citizen of Malaysia.
|
Item
3.
|
SOURCE
AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION
|
Mr. Ban-Jun Yang was the beneficial
owner of 30,000,000 shares of Sinobiomed Inc., which represented 22.3% of the
Issuer’s outstanding shares of Common Stock. Pursuant to a settlement
arrangement entered into between Mr. Ban-Jung Yang and Mr. Shan Ming Gu, Mr.
Yang agreed to settle a disputed amount owing from Mr. Yang to Mr. Shan Ming Gu
by transferring 10,000,000 shares of Common Stock of the Issuer to each of Shan
Ming Gu, Li Hua Han and Jian Ying Gu. This transfer of 30,000,000
shares took place on May 13, 2009.
|
CUSIP
NO.: 82934C 10 2
|
13D
|
Page 4
of 5 Pages
|
|
Item
4.
|
PURPOSE
OF TRANSACTION
|
The purpose of the transaction being
reported was Mr. Yang’s disposition of 30,000,000 shares of Common Stock of the
Issuer, as settlement of a disputed amount between Mr. Yu and Mr. Shan Ming
Gu. Mr. Yang has no shares of Common Stock of the Issuer registered
in his name after the transfer of the 30,000,000 shares. Mr. Yang has
no plans or proposals that relate to or that would result in any of the actions
specified in clauses (a) through (j) of Item 4 of Schedule 13D.
|
Item
5.
|
INTEREST
IN SECURITIES OF THE ISSUER
|
(a) Mr.
Yang directly owns nil shares of Common Stock of the Issuer.
(b) Mr.
Yang has the sole power to vote or to direct the vote and the sole power to
dispose or direct the disposition of nil shares of Common Stock of the
Issuer.
(c) Except
as otherwise described herein, and to the knowledge of Mr. Yang, Mr. Yang has
not affected any transaction in the Common Stock during the past sixty (60)
days.
(d) Except
as otherwise described herein, and to the knowledge of Mr. Yang, no other person
has the right to receive or the power to direct the receipt of dividends from,
or the proceeds from sale of, the Common Stock owned by Mr. Yang.
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CUSIP
NO.: 82934C 10 2
|
13D
|
Page 5
of 5 Pages
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(e) As
of May 13, 2009, Mr. Yang ceased to be an owner of more than five percent (5%)
of the Common Stock.
|
Item
6.
|
CONTRACTS,
ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE
SECURITIES OF THE ISSUER
|
Except as otherwise described herein,
there are no contracts, arrangements, understandings or relationships (legal or
otherwise) between Mr. Ban-Jung Yang and any other person with respect to the
voting or disposition of the shares of Common Stock beneficially owned by Mr.
Ban-Jun Yang.
|
Item
7.
|
MATERIAL
TO BE FILED AS EXHIBITS
|
Not Applicable as there are no exhibits
to be filed with this Schedule 13D.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
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Dated:
June 3, 2009
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<
font style="DISPLAY: inline">/s/ Banjun Yang
|
|
|
Ban-Jun
Yang
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